**Exhibit 10.1****FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 3, 2006(this “Amendment”), is among MSX International, Inc., a Delaware corporation (with its successorsand assigns, the “Company”), the other Loan Parties, the Lenders and JPMorgan Chase Bank, N.A.(successor by merger to Bank One, NA (Main Office Chicago)), a national banking association, as LCIssuer and as Agent.**RECITALS**          A. The Company, the other Loan Parties, the Lenders and JPMorgan Chase Bank, NA, as LC Issuerand as Agent, are parties to an Amended and Restated Credit Agreement dated as of August 1, 2003,as amended (the “Credit Agreement”).          B. The Company and the other Loan Parties have requested that the Agent, the LC Issuer and theLenders amend the Credit Agreement as set forth herein, and the Agent, the LC Issuer and theLenders are willing to do so in accordance with the terms hereof.**TERMS**          In consideration of the premises and of the mutual agreements herein contained, the partiesagree as follows:          ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article IIIhereof, the Credit Agreement shall be amended as follows:          1.1 The following definitions are added to Section 1.1 in appropriate alphabetical order:          “GTECH” means GTECH Services, Inc., a Michigan corporation.          “GTECH Additional Consideration” means the “Additional Consideration”, as defined inthe GTECH Asset Sale Agreement, to be paid as described in the GTECH Asset Sale Agreement.          “GTECH Asset Sale Agreement” means the Asset Purchase Agreement dated March 3, 2006among MSX Engineering, the Company, Chelsea Computer Consultants, Inc. and GTECH in the formdelivered to the Agent prior to the Fourth Amendment Effective Date.          “GTECH Asset Sale Documents” means the GTECH Asset Sale Agreement and all otheragreements and documents executed or delivered in connection therewith.          “GTECH Sale” means the sale of the GTECH Sale Assets in accordance with the GTECHAsset Sale Documents.          “GTECH Sale Assets” means the “Assets”, as that terms is defined in the GTECH AssetSale Agreement, to be sold pursuant to the GTECH Asset Sale Documents.          “GTECH Sale Net Cash Proceeds” means the Net Cash Proceeds paid or to be paid to MSXEngineering or any of its Affiliates at any time in connection with the GTECH Sale, includingwithout limitation all such amounts as described on Schedule 5.37.
 

 
          “Fourth Amendment” means the Fourth Amendment to this Agreement dated the FourthAmendment Effective Date.          “Fourth Amendment Effective Date” means March 3, 2006.          “2006 Blocked Account” means the “Account” defined and referenced in the 2006 BlockedAccount Control Agreement.          “2006 Blocked Account Control Agreement” means the Blocked Account Control Agreementdated as of January 18, 2006 among MSX Engineering, the Agent, and JPMorgan Chase Bank, N.A., asthe depository bank.          1.2 The following new Section 5.37 is added:          5.37 GTECH Sale; Etc. The GTECH Sale and all transactions related thereto arepermitted by, and not in contravention of, any of the Second Secured Debt Documents, Third SecuredTerm Loan Debt Documents, Fourth Secured Term Loan Debt Documents or Subordinated Debt Documents orany other material agreement, and no amendment, modification, waiver or other supplement is beingexecuted in connection with, nor is any fee being paid in connection with, any of the SecondSecured Debt Documents, Third Secured Term Loan Debt Documents, Fourth Secured Term Loan DebtDocuments or Subordinated Debt Documentsor any other material agreement relating to the GTECH Sale. The GTECH Sale does not require anypayment under the Subordinated Debt, the Fourth Secured Term Loan Debt, the Third Secured Term LoanDebt or the Second Secured Debt at any time. The amount of, and timing of the payment of, theGTECH Sale Net Cash Proceeds are described on Schedule 5.37. The Loan Parties are in compliance inall material respects with all terms and provisions the Subordinated Debt Documents, the FourthSecured Term Loan Debt Documents, the Third Secured Term Loan Debt Documents or the Second SecuredDebt Documents.          1.3 Section 6.19 is amended by adding the following new clause (j) after the existing clause(i) but before the words “provided, however”:     , or (j) the sale of the GTECH Sale Assets, subject to each of the following:          (i) the GTECH Sale is closed on or before March 7, 2006 in accordance with the terms andprovisions of the GTECH Asset Sale Documents delivered to the Agent prior to the Fourth AmendmentEffective Date, and such GTECH Asset Sale Documents will not be amended, supplemented, waived orotherwise modified, nor any provision thereof waived, without the prior written consent of theAgent,          (ii) the representations in Section 5.37 shall be correct,          (iii) the Borrowers hereby agree that all GTECH Sale Net Cash Proceeds shall be immediatelydeposited into the 2006 Blocked Account (and shall be subject to the 2006 Blocked Account ControlAgreement) on the date received by MSX Engineering or any of its Affiliates, and          (iv) the Lenders authorize the Agent to release the Liens on the GTECH Sale Assets upon theclosing of the GTECH Sale.
 

 
          1.4 The following new Section 6.33 is added to the Credit Agreement:          6.33 2006 Blocked Account. Each of the Loan Parties represents, acknowledges andagrees that (a) an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net CashProceeds and GTECH Sale Net Cash Proceeds have been and will be deposited into the 2006 BlockedAccount and be subject to the 2006 Blocked Account Control Agreement, (b) MSX Engineering has fullpower to transfer all rights in and to all amounts that have been or will be deposited into the2006 Blocked Account, including without limitation an amount equal to all MSX UK Sale Net CashProceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds, (c) under the 2006Blocked Account Control Agreement, the Agent has sole control over, and a first priority, perfectedlien and security interest in (for the benefit of itself and the LC Issuer and the Lenders andsecuring all Secured Obligations) the 2006 Blocked Account and all amounts deposited therein at anytime, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account ControlAgreement, and MSX Engineering agrees to execute and deliver all further agreements and documentsin connection therewith at any time requested by the Agent. Notwithstanding anything herein or inany other agreement to the contrary to the contrary, the Agent shall have sole control over the2006 Blocked Account and the Agent may apply (whether by direct payment, by cash collateralizing orby other defeasance as determined by the Agent) any and all amounts in the 2006 Blocked Account allto the Secured Obligations and permanently reduce the Commitments by the amount of such applicationat any time (i) upon or during the continuance of a Default (and automatically upon a Default underclause (f) of Article VII hereof), (ii) if required to prevent any required payment or default, ifany, under the Subordinated Debt, the Fourth Secured Term Loan Debt, the Third Secured Term LoanDebt or the Second Secured Debt or (iii) upon demand by the Agent or the Required Lenders.          1.5 Schedule 5.37 attached hereto is added to the Credit Agreement as Schedule 5.37 thereto.          ARTICLE II. REPRESENTATIONS. Each Loan Party represents and warrants to the Agent,the LC Issuer and the Lenders that:          2.1 The execution, delivery and performance of this Amendment are within its powers, have beenduly authorized and is not in contravention of any statute, law or regulation or of any terms ofits Articles of Incorporation, By-laws or other organizational documents, or of any materialagreement or undertaking to which it is a party or by which it is bound.          2.2 This Amendment is the legal, valid and binding obligation of each Loan Party, enforceableagainst each in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency,reorganization, moratorium and other similar laws affecting the rights of creditors generally andby general principles of equity.          2.3 After giving effect to the amendments contained herein, the representations and warrantiesof the Loan Parties contained in the Credit Agreement and the other Loan Documents are true on andas of the date hereof with the same force and effect as if made on and as of the date hereof.          2.4 After giving effect to the amendments and waivers contained herein, no Default orUnmatured Default exists or has occurred and is continuing on the date hereof.
 

 
          ARTICLE III. CONDITIONS OF EFFECTIVENESS.          This Amendment shall be effective as of the date hereof when each of the following conditionsis satisfied:          3.1 the Loan Parties and the Required Lenders shall have signed this Amendment.          3.2 The Company shall have delivered complete and correct copies of all GTECH Asset SaleDocuments.          3.3 The Company and MSX Engineering shall have delivered or caused to be delivered suchresolutions and other documents required by the Agent.          ARTICLE IV. MISCELLANEOUS.          4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreementshall be deemed to be references to the Credit Agreement as amended hereby and as further amendedfrom time to time. Without limiting the definition of Loan Documents, this Amendment and all otheragreements and documents executed in connection herewith constitute Loan Documents.          4.2 Except as expressly amended hereby, each Loan Party agrees that the Credit Agreement andall other Loan Documents are ratified and confirmed and shall remain in full force and effect andthat it is not aware of any set off, counterclaim, defense or other claim or dispute with respectto any of the foregoing, and acknowledges and agrees that the Agent and the Lenders have fullyperformed all of their obligations under the Credit and all other Loan Documents. Notwithstandingthis representation and as further consideration for the agreements and understandings herein, eachof the Loan Parties, on behalf of itself and its employees, agents, executors, heirs, successorsand assigns (the “Releasing Parties”), hereby releases the Agent and the Lenders, their respectivepredecessors, officers, directors, employees, agents, attorneys, affiliates, subsidiaries,successors and assigns, from any liability, claim, right or cause of action which now exists orhereafter arises as a result of acts, omissions or events occurring on or prior to the date hereof,whether known or unknown, including but not limited to claims arising from or in any way related tothis Amendment, the Credit Agreement, the other Loan Documents, all transactions relating to thisAmendment, the Credit Agreement or any of the other Loan Documents or the business relationshipamong, or any other transactions or dealings among, the Releasing Parties or any of them and theReleased Parties or any of them.          4.3 This Amendment may be executed in any number of counterparts with the same effect as ifthe signatures thereto and hereto were upon the same instrument. Facsimile copies of signaturesshall be treated as original signatures for all purposes under this Amendment.
 

 
     IN WITNESS WHEREOF, the Loan Parties, the Lenders, the LC Issuer and the Agent have executedthis Amendment as of the date first above written.         JPMORGAN CHASE BANK, N.A., as Agent, LC Issuer and a Lender         By: /s/ David J. Waugh     Name: David J. Waugh    Title: Vice President           WEBSTER BUSINESS CREDIT CORPORATION         By: /s/ Arthur V. Lippens     Name: Arthur V. Lippens    Title: Vice President           UBS AG, STAMFORD BRANCH         By: /s/ Richard L. Tavrow     Name: Richard L. Tavrow    Title: Director           By: /s/ Sailoz Sikka     Name: Sailoz Sikka    Title: Associate Director  
 

 
         **COMPANY:**  MSX INTERNATIONAL, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Executive Vice President & CFO           **FOREIGN SUBSIDIARY BORROWERS:**  MSX INTERNATIONAL NETHERLANDS B.V.           By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Director           MSX INTERNATIONAL LIMITED         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Director           MSX INTERNATIONAL AUSTRALIA PTY LIMITED   By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Director           **OTHER LOAN PARTIES:**         MSX INTERNATIONAL HOLDINGS LIMITED         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Director           MSX INTERNATIONAL SERVICES (HOLDINGS), INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President  
 

 
         MSX INTERNATIONAL ENGINEERING SERVICES, INC. (successor by merger to MSX InternationalBusiness Services, Inc. and MSX International Technology Services, Inc.)         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MEGATECH ENGINEERING, INC.   By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           CHELSEA COMPUTER CONSULTANTS, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MANAGEMENT RESOURCES INTERNATIONAL, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           INTERNATIONAL COMPUTER CONSULTANTS         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MSX INTERNATIONAL STRATEGIC TECHNOLOGY, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President  
 

 
         MSX INTERNATIONAL DEALERNET SERVICES, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MSX INTERNATIONAL NETHERLANDS (HOLDINGS), C.V.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Representatives of the Partners           MSX INTERNATIONAL EUROPEAN (HOLDINGS), L.L.C.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           CREATIVE TECHNOLOGY SERVICES, L.L.C.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           PILOT COMPUTER SERVICES, INCORPORATED         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MILLENNIUM COMPUTER SYSTEMS, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           MSX INTERNATIONAL PLATFORM SERVICES, LLC         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Operating Manager  
 

 
         MSX INTERNATIONAL (HOLDINGS), INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President           PROGRAMMING MANAGEMENT & SYSTEMS, INC.         By: /s/ Frederick K. Minturn     Name: Frederick K. Minturn    Title: Vice President  
 

 
**Schedule 5.37**